MUTUAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT (the Agreement) is made as of this ____ day of ______________, by and between: Emerson

Electric (Asia) Ltd. ROHQ, an established regional operating headquarters of Astec International Limited with business address at 29/F Orient Square Building, Emerald Avenue, Ortigas Center, Pasig City, Philippines and [insert Other Partys Complete Legal Name ], having its principal office at [ insert Street Address], each being referred to herein as a Party and collectively as the Parties. WHEREAS, both Parties, for their mutual benefit, desire that certain confidential and proprietary information be disclosed to each other for the purpose of quoting (or to consider quoting) on the purchase and/or supply of certain parts, components, goods, equipment and/or services and the purchase and/or supply of such parts, components, goods equipment and/or services by the Parties (the Purpose); and WHEREAS, the Parties wish to keep the subject of any discussions related to the Purpose set forth above and any Confidential Information (defined hereinafter) disclosed by one Party to the other confidential; NOW, THEREFORE, in consideration of disclosure and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The term Confidential Information shall include and mean any and all technical and business information which is hereafter disclosed by one Party (Disclosing Party) to the other (Receiving Party) orally, visually, electronically or in writing. Such Confidential Information may include, but is not limited to, information in the form of, or relating to, drawings, specifications, memoranda, operational data, photographs, models, prototypes, designs, materials, constructions, computer firmware and software, manufacturing methods and techniques, quality control and test methods and data, costs and pricing, financial information, marketing and sales data and plans, and product applications. 2. The Disclosing Party will endeavor to mark or otherwise identify Confidential Information which is disclosed to the Receiving Party in written or electronic form as being confidential (or with a substantially equivalent legend) and to confirm to the Receiving Party in writing within a reasonable period of time the substance of such Confidential Information which is first disclosed to the Receiving Party orally or visually. However, any failure by the Disclosing Party to so mark or identify the Confidential Information shall not relieve the Receiving Party of its obligations under this Agreement with respect to Confidential Information which is not so marked or identified.

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3.

The definition of Confidential Information shall not include information which: (i) (ii) (iii) (iv) (v) was lawfully in the possession of the Receiving Party prior to receiving it from the Disclosing Party; or is in the public domain at the time of disclosure or becomes part of the public domain through no fault of the Receiving Party; or is independently developed by the Receiving Party without reference, directly or indirectly to the Confidential Information and without breach of this Agreement; or is obtained in good faith from a third party not under any obligation of secrecy; or is transmitted by a Disclosing Party after receiving notification in writing from the Receiving Party that it does not desire to receive any further Confidential Information; or is furnished to a third party by the Disclosing Party without similar restrictions on the third partys rights.

(vi)

Provided however, Confidential Information of either Party that is specific as to techniques, equipment, processes, products, or operating conditions, etc., shall not be deemed to fall within one of the above exceptions merely because it is embraced by general disclosures in the public domain or in the possession of the other Party. In addition, a combination of specific information shall not be deemed within these exceptions merely because individual items of information are in the public domain or in the lawful possession of the other Party, unless the combination itself and its principle of operation are in the public domain or in the lawful possession of the other Party. 4. A Party receiving Confidential Information from the other agrees to treat such Confidential Information as confidential in accordance with this Agreement and shall have a duty to protect such Confidential Information for a period of five (5) years from the date of receipt of such Confidential Information by the Receiving Party or until the Disclosing Party notifies the Receiving Party that the Receiving Party no longer has a duty to protect the Confidential Information. 5. A Receiving Party shall not divulge, in whole or in part, such Confidential Information to anyone without the prior written consent of the Disclosing Party; except that either Party may disclose such Confidential Information to its officers, employees, agents or advisors, (hereinafter Representatives) to the extent such disclosure is necessary to carry out the Purpose provided herein and provided that such Representatives shall abide by the terms of this Agreement. Confidential Information may also be disclosed by the Receiving Party pursuant to any applicable statute, law, rule or regulation of any government authority or pursuant to an order of any court of competent jurisdiction; provided, however, the Receiving Party shall advise the Disclosing Party in a timely manner to enable the Disclosing Party to apply for such legal protection as may be available with respect to the confidentiality of the Confidential Information. 6. A Party receiving Confidential Information from the other shall make no use, commercial or otherwise, of any such Confidential Information other than for Purpose provided herein, without the prior written consent of the Disclosing Party.

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7. This Agreement shall not be construed or interpreted as obligating either Party to enter into a further agreement or contractual arrangement with the other Party hereto with respect to the subject matter or the stated Purpose of the disclosure. No rights or obligations other than those expressly recited herein are to be implied from this Agreement. In particular, no right or license is hereby granted to either Party, directly or indirectly, to use any patent, trade secret, trademark, copyright or technology now owned, controlled or held by, or which may be obtained by, or which is or may be licensable by the other Party. While each Party will endeavor to include in the Confidential Information information which it deems to be relevant to the Purpose, each Party understands and agrees that the other Party makes no representations or warranties regarding the accuracy or completeness of the Confidential Information or the suitability of the disclosure of Confidential Information. 8. All Confidential Information is and shall remain the property of the Disclosing Party. Upon receipt of written request therefore, the Receiving Party shall return (within seven (7) calendar days after receipt of such request) the Confidential Information to the Disclosing Party and shall certify that all copies thereof in the Receiving Partys direct and indirect possession and control and any and all documentation and records, including copies, generated by the Receiving Party which disclose or incorporate the Disclosing Partys Confidential Information in whole or in part have been destroyed. 9. Neither Party shall assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party. 10. This Agreement shall terminate on the first to occur of the following (i) either Party gives at least thirty (30) days prior notice in writing to the other Party of its termination of this Agreement, or (ii) five year(s) from the date of this Agreement; provided, however, notwithstanding the termination or expiration of this Agreement, the Disclosing Party shall be entitled to its rights hereunder and the Receiving Partys duty to protect the Confidential Information shall continue through the period specified in Section 4 of this Agreement. 11. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the Party as listed above or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered, sent or mailed, whichever is earlier. 12. Nothing contained in this Agreement shall restrict, inhibit or encumber the Disclosing Partys rights or ability to dispose of, use, distribute, disclose or disseminate in any way its own Confidential Information. 13. Neither Party shall export, directly or indirectly, any information received from the other Party under this Agreement or any items incorporating such information to any country: (i) to which the United States Government or any agency thereof at the time of export requires an export license or other government approval, without first obtaining such license or approval, or (ii) where such export would be contrary to any other applicable laws or regulations.

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14. The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of Hong Kong. This Agreement and all recitals hereto constitute the full understanding of the Parties, relating to the subject matter and Purpose of this Agreement, and may not be amended except by a written instrument signed by the duly authorized representatives of the Parties. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written.
For & on behalf of Emerson Electric (Asia) Ltd. - ROHQ For & on behalf of (Supplier COMPANY Name)

MELANIA VIRAY Printed Name / Signature Purchasing Manager Title Title July 16, 2013 Date Date Printed Name / Signature

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